While selling one’s company can seem like a daunting and difficult task, there exists a proven model and framework that drives valuation to maximum levels and leads to deals successfully getting done. 这篇文章是为了帮助那些正在考虑出售的公司和企业家了解在M中主要和次要的估值驱动因素是什么&A sale process, summary points as to how a sale process is conducted, and the value that an M&A expert can add to the proceedings.

Throughout my 8+ year investment banking career, I have successfully advised small to mid-sized companies in 35 completed investment banking transactions, totaling $940 million. Using this experience as a guide, here I will provide a general road map to the M&A sale process, information on how value is created, and some specific deal examples (certainly not all inclusive!). In short, there is no substitute for seeking advice from, or working with, an expert with deal experience, mainly for two reasons:

1. 战略性地思考销售过程和投资机会，预测主要问题和谈判要点的能力是一种独特的专业技能.
2. 被证明有能力推动更高的估值，并推动交易完成，最终导致将业务价值转化为有形的, liquid wealth.

What Are Primary and Secondary Valuation Drivers?

溢价估值——远远超过公司当前估值的估值(如果公开交易)，或相对高于公司同行的估值(如果私人持有)——是通过上述权利的组合实现的 positioning of the company/investment opportunity and an effective M&A sale process.

The Components of the Positioning of the Business

向投资界(投资者)正确定位收购机会(公司或目标)既是科学也是艺术(一个非常常见的陈词滥调), but true nonetheless!) and comes in a variety of forms and deliverables (i.e., via the initial investment or company presentation, initial follow-up calls, follow-on dialogue and Q&A with interested investors, management presentations, subsequent deal and legal negotiations, etc.) and is presented and distilled over the course of a number of months.

Initially, 财务顾问将在相对较短的时间内尽可能多地了解业务，并最终寻求分析和提炼机会，将其转化为一系列吸引投资者群体的投资亮点. These investment highlights, along with specific information about the target, will initially be presented to the investor in the form of an investment presentation. What these highlights and company information consist of, and how they are presented in the investment presentation vary with each opportunity. In general, they fall into two main buckets and address the following questions:

• Intrinsic Value: What is the intrinsic or inherent value of the current business based on current operations and growth potential?
• Strategic Value: What is the incremental value to the investor, above and beyond the current intrinsic value?

Intrinsic Value: Current Operations

First and foremost, the financial advisor will highlight the current operations of the business. 有效的定位努力突出目标的优势和区别，同时也减轻任何潜在的弱点. Depending on the specifics of the opportunity, this can include a collection of the following (to name a few):

• Current growth, financial performance, and key performance metrics
• Unique and differentiated product or service highlights
• Brand reputation and market feedback
• Existing customer or user base information, trends and statistics
• Competitive dynamics
• Management team and strengths
• Acquisition history
• Strength of balance sheet
• Ownership and capitalization

Staying consistent with the art/science representation, knowing where to look for key “salable” highlights is both scientific and formulaic. Knowing how to digest and present them to the investor is certainly more artful and more of a moving target, and there is no substitute for deal experience when it comes to effective positioning.

For example, any entrepreneur or business owner is well equipped to derive recent trading multiples (Enterprise Value (EV)/EBITDA, for example) for comparable transactions in one’s industry and apply them to the current EBITDA to arrive at a baseline valuation. However, having a deeper understanding of what is driving current and forward EBITDA, and being able to defend this position (both the EBITDA metric itself and what drives it, as well as why the market multiple, or ideally a higher multiple, is adequate and applicable to the target), is crucial to the M&A process. Given that investors make it their livelihood to invest in businesses and given that there is no shortage of deal flow, investors typically have an informational advantage over a business owner or entrepreneur that has done far fewer transactions, and in many cases, is transacting for the first or second time.

One specific deal example for myself involved a situation in which multiple investors had questioned CLTV and CAC figures of a privately held software business (SaaS) in a recent transaction during the management presentation phase. This is a second phase of the M&A sale process after the initial investor presentation and often requires additional research, preparation, and analysis, in which an advisor is very well-equipped to help guide the target. In preparation for this second phase, my team and I had prepared and guided the client towards specific responses in anticipation of these types of questions. Having firm rebuttals prepared served two purposes:

1. 它帮助投资者更好地了解业务的关键领域，同时也让他们对机会和管理层充满信心(从而增强了投资者的信心) positioning).
2. It also added to the competitive tension (this is key to running an effective process, which I will touch on shortly), one main implication to the investors being that other investors may have already asked similar questions, given management’s fluid, “natural” responses.

Intrinsic Value: Growth Potential

The second component to properly position the company’s intrinsic value is to highlight the company’s growth potential. Key areas that are addressed can include the following:

• Future growth and growth drivers (organic growth)
• Scalability of the business model
• Untapped or total addressable market opportunity (TAM analysis)
• Acquisition or consolidation opportunities (inorganic growth)

Potential for new and/or enhanced growth, in and of itself, is what really whets the investors’ appetite. At the same time, understanding and verifying from where this new growth comes will be a key area of focus for the investor, so the target can expect a good amount of questions and “hole poking.” On one hand, no one truly understands a specific business better than the business owner or entrepreneur. On the other hand, 在识别和执行成功的增长机会方面有着良好记录的投资者，在评估一系列潜在结果和回报方面，他们拥有多年的经验和信心, ultimately, the likelihood of success.

Good financial advisors, as one example, will guide the company and management toward the right balance of projecting aggressively (science), yet also realistically (art), and will spend a good amount of time fine-tuning, testing, and verifying the assumptions prior to speaking with investors and approaching the market. This primarily serves to arm management with the proper tools, information, and knowhow to address potential questions and concerns throughout the process. Additionally, investors love growth and more so when companies exceed projections during a process. This can potentially raise valuation even higher but also lower it if actual performance disappoints. Proper guidance and advice protect against this type of situation.

另一个例子是，经过深思熟虑和准备充分的TAM(总目标市场)分析对于突出公司的增长潜力非常有帮助. Sticking with the same recent SaaS company example from above, we were able to effectively calculate and produce a well-thought-out and reasoned quantitative approach to assessing the total market size and the current penetration of the market opportunity. This involved pulling numerous statistics and market data, coupled with both the company’s current and expected sales performance metrics, and preparing a detailed and well-thought-out analysis that also passed the investors’ “smell test.“由此产生的分析成功地教育了投资者充分的市场机会，同时保持了这是一种溢价资产的立场, ultimately leading to a successful transaction.

Strategic Value

向合适的投资者正确定位战略价值，有可能在出售过程中显著提高估值. In general, there are numerous reasons for a merger or acquisition as it pertains to generating strategic value, or “synergies,” for the investor. These synergies loosely fall into two main categories: integration and diversification.

顾问将帮助突出和定位相关的协同效应，目的是展示这些相关的协同效应如何对当前潜在投资者比对另一个投资者更有价值 buyer, and thus increasing the purchase price.

Each transaction is unique, and more specifically, potential synergies to each potential investor involved in the same sale process may also be different. An advisor’s intimate knowledge of the M&A market, the specific sector, and each specific buyer is a great resource to help the company think through, quantify, and present these potential synergies.

Earlier on in my career, I had advised a publicly traded company on its sale to a larger, publicly traded home improvement big box retailer. During this process, I aided and advised the CFO and company management in preparing a set of financial projections that highlighted, in addition to the organic growth and financial performance of the business, two key synergies:

1. 公司与外国竞争对手的新增长计划对买方的潜在财务影响(外国增长协同效应)
2. 公司的再营销计划成功地将更昂贵的产品定位于现有客户群(国内增长协同效应)

Without going into too much detail, 我将简要地强调我们是如何模拟这些协同效应的(科学)，并就谈判策略(艺术)提供一些评论。.

Example: Highlighting Foreign & Domestic Growth Synergies

Foreign Growth Synergy

我的客户(促成交易)与美国的最终买家签订了独家分销协议，没有海外业务. While the buyer had a strong presence in Canada, it had previously not agreed to grant a similar right to my client to expand into the buyer’s existing Canadian locations. As a result, 我的客户与最终买家的加拿大竞争对手签署了一份类似的协议(大约在进行出售交易的时候), to expand outside of the United States. Using current operating performance statistics, we were able to quantify the expected future performance from this foreign expansion. Set forth below is a sample calculation using representative figures:

This synergy helped guide the buyer into making a premium offer, as 1) there was a clear road map to immediate revenue growth above what the buyer was currently generating, and 2) it allowed the buyer to capture this revenue while also preventing a competitor from receiving any benefit.

Domestic Growth Synergy

At this stage, I am confident that you get the idea, so I will be brief. For the domestic growth synergy, 我们使用了与国外类似的方法，并通过查看销售转换统计数据和平均销售价格，模拟出公司目前追加销售能力的有效性(目前在少数地区处于试点形式). 然后，我们使用与历史表现一致的推出假设，将其推断到公司当前的整个足迹.

In conclusion, both initiatives brought significantly more value to the eventual buyer over that of another buyer. 结果是一笔成功的交易，收购该公司的每股价格比12个月的平均股价溢价61%.

An Effective M&A Sale Process Also Drives Valuation

Background: In practice, while launching an effective process is very much a science (efficient timetables, diligent follow-up and preparation, process management, etc.), proper negotiation strategy and execution of this process is very much both art and science. More importantly, an effective process encapsulates the entire transaction, starting with early-stage diligence, proper strategy and positioning, drafting of Investment and management presentations, calls with buyers, and deal and legal negotiations, etc.

Running an effective sales process—while in dollar terms, 它可能只占整体估值蛋糕的一小部分(高于内在价值和战略价值)——实际价值才是最终成功实现价值的方式, and there is no substitute for how best to complete a transaction.

Using an illustrative example with representative figures derived from above, 某家公司的内在价值可能是8000万美元，而对某一部分买家来说，它的价值可能是1亿美元 positioning). However, in a failed sale process, this same business would realize $0 in value. On the other hand, a successful process can not only lead to valuation higher than $100 million but also lead to full realization of this value. This is primarily achieved by creating a competitive environment and maintaining bidding tension among likely buyers. Further, while competitive tension is designed to drive up value, it also serves the purpose of pushing parties to a close. Deal certainty clearly has value, 而且，拥有一位久经考验的财务顾问，能够推动交易完成，这在为交易过程增加价值方面至关重要.

To demonstrate how competitive tension can extract maximum value, I will provide a specific example. 我曾为一家私人持股的SaaS公司(与上面的例子不同)提供咨询，帮助其出售给一家公开交易的战略收购方. 这个目标对各种不同类型的买家特别有吸引力，主要是因为它的经常性收入特征, revenue and EBITDA growth, size of TAM, and market penetration.

After having successfully positioned the company and contacted the most relevant investors, we had received 20+ initial bids from interested parties. Given this level of initial interest that we were able to obtain, we successfully maintained a very competitive bidding process through closing, which was enhanced by not granting exclusivity to any of the parties involved throughout the process. 排他性通常在接近流程结束时授予中标者或最高竞标者，以减轻竞标者在确认性尽职调查上花费时间和金钱的风险. Additionally, we were able to pre-negotiate several very favorable terms to which multiple parties agreed, involving: various representations and warranties (tax and IP), escrow amounts and terms, working capital, and the elimination of customer interviews (typically conducted just prior to signing and closing).

Set forth below is a basic summary and approximation of the bids received in this M&A sale process:

This sale process resulted in a successfully completed transaction at a valuation that was more than double (2.2x) that of the lowest IOI received.

Parting Thoughts

Throughout my career, I have advised numerous clients in successful deal closings as well as unsuccessful ones. There exist a number of reasons both for why deals fail and for why investors ultimately buy companies, and while maximum M&A valuation is ultimately determined by how much an investor is willing to pay, there also exists a clearly defined roadmap (science) to successful deal-making.

When combined with proven deal and negotiation experience (art)—competitive tension, effective positioning, and process management are necessary—successful outcomes are likely to be achieved. In conclusion, in every M&A deal in which I have been involved, the decision taken by the business owner to ultimately sell is one of the biggest and most important in their life. Deal-making ultimately comes down to people and relationships, and having a proven and trusted advisor who understands, empathizes with, and values your business should always be top of mind of the seller.